EXHIBIT 4.3


 


NEITHER THIS WARRANT NOR THE SECURITIES
INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


VICTORY
ENERGY CORPORATION


 


COMMON STOCK PURCHASE WARRANT


 


	 	Original Issue Date:  April 13, 2018   
	
        Initial Holder:

        Visionary Private Equity Group I, LP

        1520 South Fifth Street Suite 308

        St. Charles, MO 63303
	
        No. of Shares Subject to Warrant:  1,880,267

        Initial Exercise Price Per Share:  $0.75 (subject
        to the adjustment pursuant to Section 9)

        Expiration Time:  5:00 p.m., Central time, on April
        13, 2023



 


VICTORY ENERGY CORPORATION, a Nevada corporation (the “Company”), hereby certifies that, for value received,
the Initial Holder shown above, or its permitted registered assigns (the “Holder”), is entitled to purchase
from the Company up to the number of shares of its Common Stock, par value $0.001 per share (the “Common Stock”),
shown above (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)
at the exercise price shown above (as may be adjusted from time to time as provided herein, the “Exercise Price”),
at any time and from time to time on or after the original issue date indicated above (the “Original Issue Date”)
and through and including the expiration time shown above (the “Expiration Time”), and subject to the following
terms and conditions:


 


This Warrant is being
issued pursuant to that certain Settlement Agreement and Mutual Release, dated April 10, 2018 (the “Settlement Agreement”),
by and among the Company and the Initial Holder.


 


1. Definitions. 
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Settlement Agreement.


 


2. List of
Warrant Holders.  The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial
Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to
time).  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the
contrary.


 


3. List of
Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the
Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to
the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common
Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the
portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion
of this Warrant not so transferred, if any, shall be issued to the transferring Holder.  The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in
respect of the New Warrant that the Holder has in respect of this Warrant.


 






     


     


    

 


4. Exercise
and Duration of Warrant; Forced Exercise of Warrant.


 


(a) All or any part
of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from
time to time on or after the Original Issue Date and through and including the Expiration Time.  At the Expiration Time,
the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be
terminated and shall no longer be outstanding.


 


(b) The Holder may
exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the
“Exercise Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless
exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account
designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being
exercised.  The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. 
The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an
“Exercise Date.”  Execution and delivery of the Exercise Notice shall have the same effect as
cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares.


 


(c) Notwithstanding
anything contained herein to the contrary, so long as the Warrant Shares are not freely transferable, the Holder may, in its
sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to
be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise
the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless
Exercise”):


 


Net Number = (A x
B) - (A x C)


                                     
B


 


For purposes of the foregoing
formula:


 


A= the total number of shares with respect to which this Warrant is then being exercised.


 


B= the
Per Share Price (as defined below) of one (1) share of Common Stock at the time the net issuance election under this Section 4(c)
is made.


 


C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For purposes of Section
4(c), “Per Share Price” means: (A) if Company’s Common Stock is traded on a securities exchange, the Per Share
Price shall be deemed to be the closing price of Company’s Common Stock as quoted on any exchange, as published in the Western
Edition of The Wall Street Journal for the trading day immediately prior to the date of Holder’s election hereunder, or (B)
if Company’s Common Stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid
or sales price, whichever is applicable, of Company’s Common Stock for the trading day immediately prior to the date of Holder’s
election; or (C) if neither (A) nor (B) is applicable, the Per Share Price shall be determined in good faith by the Board of Directors
of Company based on relevant facts and circumstances at the time of the net exercise under Section 4(c), including in the case
of a change of control of the Company the consideration receivable by the holders of the Common Stock in such change of control.


 


For purposes of Rule
144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company,
it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the
holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which
the Company was obligated to issue this Warrant.


 


(d) The
Holder understands and covenants that if (i) the Company is listed on a national securities exchange or the over-the-counter market,
(ii) Warrant Shares are registered or the Holder otherwise has the ability to trade the Warrant Shares without restriction, (iii)
the 30-day volume-weighted daily average price of the Company’s Common Stock exceeds 150% of the Exercise Price, as adjusted
and (ii) the average daily trading volume is at least 300,000 shares of Common Stock during such 30-day period, the Holder shall
be required to fully exercise the Warrant within thirty (30) business days of receiving written notice from the Company following
the aforementioned 30th trading day and if the Holder does not so exercise the Warrant, then it shall automatically expire. The
Holder shall furnish the Company with a completed and fully executed Notice to Exercise attached to this Warrant and, if exercised
for cash, remit the funds pursuant to the Notice to Exercise.


 


(e) The Company
will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to
the terms hereof.


 



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5. Delivery of
Warrant Shares.


 


(a) Upon
exercise of this Warrant, the Company shall promptly (but in no event later than ten (10) business days after the Exercise Date)
issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the
Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends.  The
Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder
of record of such Warrant Shares as of the Exercise Date.  The Company shall, upon the written request of the Holder, use
its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and
Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that,
the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares
electronically through the Depository Trust and Clearing Corporation.  If as of the time of exercise the Warrant Shares constitute
restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable
securities laws.


 


(b)
To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective
of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance
of Warrant Shares.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


 


(c)
If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (either physical or
electronic) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have
the right to rescind such exercise.


 


6.
Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant
shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.


 


7.
Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause
to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a
New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary
and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant
is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as
a condition precedent to the Company’s obligation to issue the New Warrant.


 






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8.
Reservation of Warrant Shares.  The Company covenants that it will at all times reserve and keep available out of the
aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue
Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other
than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.


 


9.
Certain Adjustments to Exercise Price.  The Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section 9.


 


(a)  
Adjustments for Stock Splits and Combinations and Stock Dividends.  If the Company shall at any time or from time to
time after the date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares
of Common Stock, then the Exercise Price shall be proportionately adjusted.  Any adjustments under this Section 9(a) shall
be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the
stock dividend, as applicable.


 


(b)
Merger Sale, Reclassification, etc.  In case of any: (i) consolidation or merger (including a merger in which
the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets
or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification,
change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation
the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization
on or after the date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter
shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to
such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other
securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant
immediately prior thereto.


 


10.
No Fractional Shares.  No fractional Warrant Shares will be issued in connection with any exercise of this Warrant.
In lieu of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the closing price of one Warrant Share as reported by the applicable trading market on the Exercise Date, or if there
is no trading market for the Common Stock, the product of such fraction multiplied by the then fair market value of one Warrant
Share as reasonably determined by the Board of Directors of the Company.


 


11.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise
Notice) shall be delivered in accordance with the procedures set forth in the Settlement Agreement.


 


12.
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder,
the Company may appoint a new warrant agent.  Any corporation into which the Company or any new warrant agent may be merged
or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


13. No Net
Cash Settlement.  Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to
receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless
of whether the Common Stock underlying this Warrant is registered pursuant to an effective registration statement; provided,
however, that the foregoing will not preclude the Holder from seeking other remedies at law or equity for breaches by the
Company of its registration obligations hereunder.


 






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14. Miscellaneous.


 


(a)  
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. 
Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and
the Holder any legal or equitable right, remedy or cause of action under this Warrant.  This Warrant may be amended only in
writing signed by the Company and the Holder, or their successors and assigns.


 


(b)
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law
thereof.


 


(c)
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(d)
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)
Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a
stockholder with respect to the Warrant Shares.


 


(f)
No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and
no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price
of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	 	VICTORY ENERGY CORPORATION
	 	 	 
	 	By: 	/s/ Kenneth Hill   
	 	Name:	Kenneth Hill
	 	Title:	Chief Executive Officer


 




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VICTORY ENERGY CORPORATION


 


EXERCISE NOTICE


 


Ladies and Gentlemen:


 


(1) The undersigned hereby elects to
exercise the above-referenced Warrant with respect to ______________ shares of Common Stock.  Capitalized terms used
herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2) The Holder intends that payment
of the Exercise Price shall be made as (check one):


 


☐    
Cash Exercise under Section 4(b)


☐    
Cashless Exercise under Section 4(c) (assuming conditions precedent are met)


 


(3) If the Holder has elected a Cash
Exercise, the holder shall pay the sum of $ ______________      to the Company in accordance
with the terms of the Warrant.


 


(4) Pursuant to this Exercise Notice,
the Company shall deliver to the Holder ________________ Warrant Shares determined in accordance with the terms of the
Warrant.


 


	Dated:	 	HOLDER:
	 	 	 
	 	 	 
	 	 	Print name
	 	 	 
	 	 	By:	            
	 	 	 
	 	 	Title:	 




 




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VICTORY ENERGY CORPORATION 


 


FORM OF ASSIGNMENT


To be completed and signed only upon transfer
of Warrant


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________
shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the
books of the Company with full power of substitution in the premises.


 





	Dated:	 	TRANSFEROR:
	 	 	 
	 	 	 
	 	 	Print name
	 	 	 
	 	 	By:	                        
	 	 	 	 
	 	 	Title:	 
	 	 	 
	 	 	TRANSFEREE:
	 	 	 
	 	 	 
	 	 	Print name
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Title:	 



 


	 	 	Address
of Transferee:	 
	 	 	 	 
	 	 	 	 



 






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